The Directors are pleased to present the 28th (Twenty Eighth) Annual
Report covering the business and operations of the Company and the
Annual Audited Financial Statements of the Company for the Financial
Year ended March 31, 2016.
The Financial Performance of your Company for the Financial Year ended
March 31, 2016 is summarized below:
(Rs. In Lakhs)
Standalone - Year Ended Consolidated - Year Ended
Particulars Year ended Year ended Year ended Year ended
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Services 222,755 268,795 305,994 268,795
Income 7,847 5,468 6,404 6,350
Income 230,602 274,263 312,398 275,145
Expenses 192,890 274,162 283,446 274,409
Period Item 37,712 101 28,952 736
Item - - - -
before Tax 37,712 101 69,242 314
before tax 37,712 1,253 - -
before tax - (1,152) - -
- Current tax 260 - 3,310 422
- Deferred tax
credit (4,540) - (43,600) -
after tax 41,992 1,253 - -
after tax - (1,152) - -
after Tax 41,992 101 69,242 314
for the Year 41,992 101 69,242 314
brought forward (197,862) (197,225) (198,019) (197,594)
depreciation - (738) - (738)
appropriations (155,870) (197,862) (128,777) (198,018)
Carried Forward (155,870) (197,862) (128,777) (198,018)
There have been no material changes and commitments that have occurred
after close of the financial year till the date of this report, which
affect the financial position of the Company.
The Board takes the pleasure to report that your Company becomes the
first Indian Direct To Home (''DTH'') operator to have profits in the
financial year. With sustained focus on the business, your Company has
reported a profit of Rs. 41,992 lacs during the financial year under
review. Pursuant to Section 123 of the Companies Act, 2013 read with
Companies (Declaration and Payment of Dividend), Rules, 2014, a Company
is required to set off accumulated losses of previous years /
depreciation not provided in previous years against profits of the
current year before declaration of any dividend. Since there is an
accumulated debit balance of Rs. 155,870 lacs in the profit and loss
account of the Company hence no dividend is recommended for the year
The year under review was a turnaround year for your Company with a
record profit of Rs. 41,992 lacs. The Company was able to achieve it
because of sustained focus towards the growth with HD initiatives being
the core of it and also by keeping a close eye on the costs. The year
under review continued to witness growth in gross revenue, gross
subscribers, EBITDA, and net profit. With Digitization being in full
swing, TV viewing experience of the audience will evolve further in
times to come. The outcome will integrate a diverse audience and pose
multiple challenges and only those who ride with the same pace will
stay ahead of their competition. At Dish TV, we understand the impact
and utility of digitalization which shall enable audience to experience
their favorite TV shows with highest quality possible. Dish TV has
empowered and transformed entertainment in India through the power of
digitization, offering more channels, On Demand Services and
Interactive Television Services. In addition, it continues to ensure
high quality of the received signal and uses a secure digital
distribution system. Consumers can experience new, improved services
with enhanced quality.
Marking a paradigm shift in the world of entertainment, Dish TV has
launched a set of innovative services, such as, On demand services like
Bhakti Active and Ibadat Active, which offers a new approach to
spirituality for Dish TV subscribers, Music Active, an advertisement
free all day music forum comprising of multi genre music. Worthy of
recognition is the Miniplex Service launched by Dish TV, offering
biggest Bollywood Blockbusters to its subscribers.
Dish TV continues to offer a wide array of multi-brand and multi
product portfolio to suit the needs of different consumer segments. It
has been a conscious effort of your the Company to lead on the content
front for both HD and SD channels. Continuing to push the HD growth
with bouquet of 43 HD channels, dishtruHD has taken the HD TV viewing
experience to the next level whilst also building a high-ARPU base of
HD users that helps in retention too. Evaluating the increase in trend
on the usage of recording, Dish TV now only offers recorder ready
set-top boxes which allows Indian consumers to taste the power of
pause/play and other recording features. With the up-gradation of
customers from Standard Definition (SD) to High Definition (HD) and
uptake from new launches, the Company expects to see an increasing
trend in the ARPU. The introduction of long term offers on recharges,
will aid retention.
The effort of Dish TV has always been to make entertainment accessible
in the most convenient ways to the consumers. A few examples of such
offerings are - DishOnline, stemming from high penetration of smart
phones and internet. The Indian consumer today is spending increasing
time on alternate screens like the laptop, tablet and smartphone, away
from the conventional TV viewing. Understanding the new dynamics of
evolving consumer trends of multi-screen behavior, this product
provides LIVE TV, on-demand movies, catch-up TV and video shows at the
press of a button on the app.
Dish TV has elevated the TV viewing experience to a whole new level
with its interactive gaming service Games Active and Playin TV offering
its subscribers exciting and interactive games. Dish TV through its
strategic approach and correct market evaluations has not only set
standard but also has evolved to be a Pacesetter.
During the year under review, Dish TV continued to engage subscribers
by providing wholesome entertainment experience through relevant
content, on demand services and the door step service and support. The
positive effect of the steps taken by the Company coupled with the
continuous efforts to control the costs yielded positive results in all
fronts of the business. It also provided an edge over competition and
the benefit of such service infrastructure will yield benefit in coming
years. Dish TV has always been a culture maker and High Definition
seems to be the culture today.
The need and time to transition is now. With the country rapidly
advancing towards digitization, there has been a simultaneous spurt in
the category. This provides immense growth potential for the company.
SUBSIDIARIES AND JOINT VENTURE OPERATIONS
Subsidiary in Sri Lanka
Your Company, upon the approval of Board of Directors, incorporated a
Joint Venture (''JV'') Company with Satnet (Private) Limited, a Company
incorporated under the Laws of Sri Lanka, in the name and style of
''Dish T V Lanka (Private) Limited''for providing Direct to Home Services
in Sri Lanka, on April 25, 2012 with a paid- up share capital of 1
million Sri Lankan Rupees. Your Company holds 70% of the paid-up share
capital and Satnet (Private) Limited holds 30% of the paid-up share
capital in Dish T V Lanka (Private) Limited. Dish T V Lanka (Private)
Limited has commenced the operations under the requisite licenses and
permissions obtained from regulatory authorities. The Company has also
been registered as a Board of Investment (''BOI'') approved Company in
Sri Lanka. The registration with BOI grants various benefits to the
Company including duty free imports of the equipment and set top box
for one year, tax holiday of 7 years etc.
Subsidiaries in India
Your Company, upon the approval of Board of Directors and the Members
of the Company, acquired the entire share capital of Xingmedia
Distribution Private Limited (''Xingmedia'') on March 24, 2014. Upon
requisite approvals, the name of Xingmedia has been changed to ''Dish
Infra Services Private Limited''(''Dish Infra'').Post approval of Members
of the Company by way of Special Resolution passed by Postal Ballot,
the non-core business of the Company (undertaking pertaining to the
provision of infra support services to the subscribers for facilitating
the DTH services including the instruments which are required for
receiving DTH signals such as set top boxes (STB), dish antenna, Low
Noise Boxes (LNB) and other customer related services including call
centre services and repairs) has been transferred to Dish Infra with
effect from April 1, 2015. Dish Infra has commenced its commercial
operations (including call center and back end support service to the
Company) in the first quarter of the Financial Year 2015-16.
Upon nomination by the Company, one Independent Director of the Board
has been appointed as an Independent Director on the Board of Dish
Infra (Company''s material non-listed Indian Subsidiary) in compliance
with the provisions of Regulation 24 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations'').
Joint Venture in India
Your Company, upon the approval of Board of Directors incorporated a
Joint Venture Company in the name and style ''C&S Medianet Private
Limited''on May 5, 2016. C&S Medianet Private Limited''s initial paid up
capital is Rs. 100,000. Your Company holds 48% of the initial capital
and Siti Cable Network Limited also hold 48% of the initial capital.
The said Company shall act as a negotiating agency for Content/
Advertisement Sales/ Carriage etc. for the television channel
distribution industry (DTH and Cable). The said Company is yet to
commence its operations.
Audited Accounts of Subsidiary Companies
Your Company has prepared the Audited Consolidated Financial Statements
in accordance with Section 129(3) of the Companies Act 2013 read with
applicable Accounting Standards and Listing Regulations, 2015. The
Statement pursuant to Section 129(3) of Companies Act, 2013, and Rule 5
of Companies (Accounts) Rules, 2014 highlighting the summary of the
financial performance of the subsidiaries is annexed to this Report.
As required under the Accounting Standard-21 ''Consolidated Financial
Statements'', issued by the Institute of Chartered Accountants of India
(''ICAI'') and applicable provisions of the Listing Regulations, the
Audited Consolidated Financial Statements of the Company reflecting the
Consolidation of the Accounts of its subsidiaries are included in this
Annual Report. Further, a statement containing the salient features of
the financial statements of our subsidiaries in the prescribed format
AOC -1 is appended to this report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements including the consolidated financial statements
and related information of the Company and audited accounts of
subsidiaries are available on the website of the Company viz.
www.dishtv.in. These documents will also be available for inspection
during business hours at the Registered Office of the Company.
Your Company has a policy for determining Material Subsidiaries. The
Policy is disclosed on the Company''s website viz. www.dishtv.in and is
accessible at http://www.
Your Company''s fully paid up equity shares continue to be listed and
traded on National Stock Exchange of India Limited (''NSE'') and BSE
Limited (''BSE''). Both these Stock Exchanges have nation-wide trading
terminals and hence facilitates the shareholders/investors of the
Company in trading the shares. The Company has paid the annual listing
fee for the Financial Year 2016-17 to the said Stock Exchanges.
The Company has also paid the annual maintenance fee to the Luxembourg
Stock Exchange in respect of its Global Depository Receipts (''GDR'') for
the year 2016.
Your Company has arrangements with National Securities Depository
Limited (''NSDL'') and Central Depository Services (India) Limited
(''CDSL''), the Depositories, for facilitating the members to trade in
the fully paid up equity shares of the Company in Dematerialized form.
The Annual Custody fees for the Financial Year 2016-17 has been paid to
both the Depositories.
During the year under review, your Company has allotted 293,250 fully
paid equity shares, upon exercise of Stock Option by the eligible
Employees of the Company, pursuant to the Employee Stock Option Scheme
- 2007 (''ESOP - 2007'') of the Company and these shares were duly
admitted for trading on the stock exchanges viz. NSE and BSE.
During the Financial Year 2008-09, your Company had come up with Right
Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per
share (including premium of Rs. 21 per share), payable in three
installments. Upon receipt of valid first and second call money from
the concerned shareholders, during the year under review, the Company
converted 10,837 equity shares from Rs. 0.50 each paid up to Rs. 0.75 each
paid up and 17,447 equity shares from Rs. 0.75 each paid up to Rs. 1 each
fully paid up.
Pursuant to the issue of further equity shares under ESOP scheme and
subsequent to conversion of partly paid equity shares, the paid up
capital of your Company during the year has increased from Rs.
1,065,551,110.75 (comprising of 1,065,519,640 fully paid up equity
shares of Rs. 1 each, 21,993 equity shares of Rs. 1 each, paid up Rs. 0.75
per equity share & 29,952 equity shares of Rs. 1 each, paid up Rs. 0.50 per
equity share) to Rs. 1,065,851,431.75 (comprising of 1,065,830,337 fully
paid up equity shares of Rs. 1 each,15,383 equity shares of Rs. 1 each,
paid up Rs. 0.75 per equity share & 19,115 equity shares of Rs. 1 each,
paid up Rs. 0.50 per equity share).
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014, as amended from time to
time, your Board had authorized the Nomination and Remuneration
Committee (formerly ''Remuneration Committee'') to administer and
implement the Company''s Employees Stock Option Scheme (ESOP 2007)
including deciding and reviewing the eligibility criteria for grant and
/or issuance of stock options under the Scheme. The ESOP Allotment
Committee of the Board considers, reviews and allots equity shares to
the eligible Employees exercising the stock options under the Employee
Stock Option Scheme (ESOP 2007) of the Company.
During the period under review, the Nomination and Remuneration
Committee (formerly ''Remuneration Committee'') of the Board granted
1,53,200 stock options to the eligible Employees as per the ESOP 2007
of the Company. The Company, during the year, allotted 2,93,250 fully
paid equity shares, upon exercise of the stock options by eligible
Employees under the ESOP 2007.
Applicable disclosures relating to Employees Stock Options as at March
31, 2016, pursuant to SEBI (Share Based Employee Benefits) Regulations,
2014, as amended from time to time, are set out in the Annexure to this
Report and the details are also placed on the website of the Company at
http://www.dishtv.in/Pages/ Investor/Corporate-Governance.aspx. The
ESOP-2007 Scheme of the Company is in compliance with SEBI (Share Based
Employee Benefits) Regulations, 2014
Statutory Auditors''certificate to the effect that the ESOP 2007
Scheme of the Company has been implemented in accordance with the SEBI
Guidelines and as per the resolution passed by the members of the
Company, as prescribed under Regulation 13 of the SEBI (Share Based
Employee Benefits) Regulations, 2014, has been obtained and shall be
available for inspection at the Annual General Meeting of the Company.
Copy of the same shall also be available for inspection at the
Registered Office of the Company on all working days (Monday to Friday)
between 2.00 P.M. to 4.00 P.M. up to the date of Annual General
Meeting of the Company.
RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
Out of the total Right Issue size of Rs. 113,992.91 Lacs, the Company has
received a sum of Rs. 113,986.35 Lacs towards the share application and
call money(s) as at March 31, 2016.
The details of utilization of Rights Issue proceeds are placed before
the Audit Committee and the Board on a quarterly basis. Further, the
Company also provides the details of the utilization of Rights Issue
proceeds to IDBI Bank Limited, the Monitoring Agency of the Company,on
half yearly basis along with Auditors''Certificate on Utilization and
furnishes the Monitoring Report to the Stock Exchanges.
The Board at its meeting held on May 28, 2009 approved to make changes
in the manner of usage of right issue proceeds. The utilization of
rights issue proceeds as on March 31, 2016, is as under:
(Rs. In Lakhs)
Repayment of loans 28,421.44
Repayment of loans received after 24,300.00
launch of the Rights Issue
General Corporate Purpose 34,720.40
Acquisition of Consumer Premises 26,000.00
Right Issue Expenses 544.52
The half yearly Monitoring Reports issued by IDBI Bank Limited, the
Monitoring Agency of the Company, containing deviation from the
original proposed expenditure plan and in accordance with the approved
revised plan was recorded by the Audit Committee and the Board at their
respective meetings and necessary compliance in this regard had been
GLOBAL DEPOSITORY RECEIPT
The Global Depository Receipt (''GDR'') Offer of the Company for 117,035
GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000
fully paid equity shares of the Company were fully subscribed by Apollo
India Private Equity II (Mauritius) Limited. The underlying shares
against each of the GDRs were issued in the name of the Depository -
Deutsche Bank Trust Company Americas. As on March 31, 2016, NIL GDRs
are outstanding, the underlying shares of which forms part of the
existing paid up capital of the Company.
The manner of utilization of GDR proceeds as on March 31, 2016, is as
(Rs. In Lakhs)
Acquisition of FA including CPE 7,669.88
GDR Issue Expenses 344.63
Advance against Share Application
Money given to erstwhile Subsidiary 56.14
Repayment of Bank Loans 755.22
Operation Expenses including interest
payment bank charges, exchange
Less: Interest earned-realized (439.94)
Balance with non-scheduled bank 27,570.40
NON CONVERTIBLE DEBENTURES
Your Company had issued and allotted 200 (Two Hundred Only) Rated,
Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) of
the Face value of Rs. 1,00,00,000/- (Rupees One Crores Only) each, for
cash, aggregating to Rs. 200,00,00,000/-(Rupees Two Hundred Crores
Only) on Private Placement basis on October 1, 2014.
Pursuant to the Business Transfer Agreement dated February 25, 2015
between the Company and its Wholly owned subsidiary viz. Dish Infra
Services Private Limited for transfer of its Non-core business on a
slump sale basis, effective from April 1, 2015, the Company has inter
alia novated its debt obligations (Non-Convertible debentures) to Dish
Infra Services Private Limited on the same terms and conditions.
Accordingly, the said Non-Convertible debentures in the Company were
extinguished along with all its obligations as on the close of March
31, 2015 and no NCDs are outstanding as on close of year under review.
The Registered Office of the Company is presently situated at National
Capital Territory of Delhi at ''Essel House, B 10, Lawrence Road
Industrial Area, Delhi 110 035''. The Board of Directors at their
meeting held on August 12, 2016 approved shifting of the Registered
Office of the Company to State of Maharashtra, Mumbai for ease of
administration and cost effectiveness, which shifting is subject to the
approval of the Shareholders and the appropriate authorities. The shift
will bring in management ease and efficiency and would in no way be
detrimental to the interest of any member of the public, employees and
associates of the Company in any manner. After obtaining the
permission/approval of change of Registered Office from concerned
authority(ies), the Registered Office of the Company shall be shifted
from Delhi to Mumbai.
REGISTRAR & SHARE TRANSFER AGENT
During the first quarter of Calendar Year 2016, SEBI had issued an
order dated March 22, 2016 inter alia restraining Sharepro Services
(India) Pvt. Ltd. (''Sharepro'') from involving in market related
activities. The SEBI had also required the clients of Sharepro to
undertake an Assurance Audit. Further, SEBI has also advised the
clients of Sharepro to explore appointing another RTA in place of
Sharepro. The Assurance Audit of records and systems of Sharepro done
at the behest of your Company by M/s. MKB Associates, Company
Secretaries did not reveal any irregularity or violations with respect
to transfer of securities during the audit period. In terms of the
order of the SEBI, the Assurance Audit Report was submitted to the
Subsequently, in pursuance of the advisory issued by SEBI vide Order
dated March 22, 2016 your Company has appointed M/s. Link Intime India
Private Ltd. as the R&T Agent in place of Sharepro. The said changeover
of R&T agent took place with effect from July 1, 2016.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Statement for the year under review
as provided under Listing Regulations is separately attached hereto and
forms a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Companies Act,
2013, your Company has constituted a Corporate Social Responsibility
Committee (CSR Committee). The CSR Committee comprises of two
Independent Directors and the Managing Director. The Committee has
approved the CSR Policy with Education, Health Care, Women Empowerment
and Sports as primary focus area. Your Company shall spend at least 2%
of the average net profits of the Company made during the three
immediately preceding Financial Years in pursuance of its Corporate
Social Responsibility Policy when the Company has average aggregate net
profits for a period of three consecutive Financial Years. The details,
to the extent applicable, as prescribed under Companies (Corporate
Social Responsibility Policy) Rules, 2014 are provided as Annexure to
During the year under review, your Company sought the approval of the
Shareholders on the following matters, vide Postal Ballot Notice dated
February 3, 2016:
- Special Resolution under Section 4 and 13 of the Companies Act, 2013
for Amendments to Objects Clause of the Memorandum of Association.
- Special Resolution under Section 4 and 13 of the Companies Act, 2013
for Amendment to Clause IV of the Memorandum of Association.
The said notice along with Postal Ballot Form and Business Reply
Envelopes were duly sent to the Shareholders and your Company also
offered E-Voting facility as an alternate option for voting by the
Shareholders, which enabled them to cast their votes electronically,
instead of Physical Postal Ballot Form. The result on the voting
conducted through Postal Ballot process was declared on March 29, 2016.
The procedure prescribed under Section 110 of the Companies Act, 2013
read with the Companies (Management and Administration) Rules 2014, was
adopted for conducting the Postal Ballot.
Further, details related to the Postal Ballot procedure adopted, voting
pattern and result thereof have been provided under the General Meeting
Section of ''Report on Corporate Governance''.
CORPORATE GOVERNANCE AND POLICIES
''Corporate Governance''is an ethically driven business process that is
committed to values aimed at enhancing an organization''s brand and
reputation in order to achieve the objectives of the organization
transparently. This is ensured by taking ethical business decisions
and conducting business with a commitment to values, while meeting
shareholder''s expectations. Your Company is committed to benchmarking
itself with the global standards of Corporate Governance. It has put in
place an effective Corporate Governance system which ensures that
provisions of the Act and Listing Regulations are duly complied with,
not only in form but also in substance.
Your Company believes that maintaining the highest standards of
Corporate Governance is imperative in its pursuit of leadership in the
Direct to Home (''DTH'') business. The Company continues to focus its
resources, strengths and strategies to achieve its vision of continuing
to be the leader in DTH Industry.
Your Company considers it an inherent responsibility to disclose timely
and accurate information and also places high emphasis on best business
practices and standards of governance besides strictly complying with
the requirements applicable Listing Regulations and Companies Act,
In terms of Schedule V of Listing Regulations, a detailed report on
Corporate Governance along with Compliance Certificate issued by the
Statutory Auditors of the Company is attached and forms an integral
part of this Annual Report. Management Discussion and Analysis Report
and Business Responsibility Report as per Listing Regulations are
presented in separate sections forming part of the Annual Report. The
said Reports will also be available on the Company''s website
www.dishtv. in as part of the Annual Report.
In compliance with the requirements of Companies Act, 2013 and Listing
Regulations, your Board has approved various Policies including Code of
Conduct for Directors & Senior Management, Material Subsidiary Policy,
Insider Trading Code, Document Preservation Policy, Material Event
Determination and Disclosure Policy, Fair Disclosure Policy, Corporate
Social Responsibility Policy, Whistle Blower and Vigil Mechanism
Policy, Related Party Transaction Policy and Remuneration Policy. All
these policies and codes have been uploaded on Company''s website viz.
www.dishtv.in and is accessible at http://www.dishtv.in/Pages/Investor/
Corporate-Governance.aspx. Additionally, Directors Familiarisation
Programme and Terms and Conditions for appointment of Independent
Directors can be viewed on Company''s website viz. www.dishtv.in.
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the Nomination & Remuneration Committee of your Board had
fixed the criteria for nominating a person on the Board which inter
alia include desired size and composition of the Board, age limits,
qualification / experience, areas of expertise and independence of
individual. The Committee had also approved in-principle that the
initial term of an Independent Director shall not exceed 3 years.
The Audit Committee of the Board has been vested with powers and
functions relating to Risk Management which inter alia includes (a)
review of risk management policies and business processes to ensure
that the business processes adopted and transactions entered into by
the Company are designed to identify and mitigate potential risk; (b)
laying down procedures relating to Risk assessment and minimization;
and (c) formulation, implementation and monitoring of the risk
MATERIAL CHANGES AND COMMITMENTS
No material change and/or commitment affecting the financial position
of your Company have occurred between April 1, 2015 and the date of
signing of this Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on March 31, 2016, your Board comprises of 7 Directors including 5
During the year under review, the Board had inducted Dr. Rashmi
Aggarwal as an Additional Independent Director with effect from May 26,
2015. The Members of the Company at their 27th Annual General Meeting
held on September 29, 2015 approved the appointment of Dr. Rashmi
Aggarwal as an Independent Director, not liable to retire by rotation
upto the conclusion of 30th Annual General Meeting of the Company to be
held in the Calendar year 2018.
During the year under review, Dr. Subhash Chandra Non Executive
Promoter Chairman, Mr. Mintoo Bhandari Non Executive Nominee Director
of Apollo India Private Equity II (Mauritius) Limited and Mr. Utsav
Baijal Alternate Director to Mr. Mintoo Bhandari, tendered their
resignations from the close of business hours of October 27, 2015. Your
Board places on record its appreciation for the contributions made by
the aforementioned Directors. Further, upon resignation of the Chairman
of the Board, the Board of Directors of your Company nominated Mr.
Jawahar Lal Goel, as the Chairman of the Board.
Mr. Ashok Kurien, Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting and, being eligible has
offered himself for re-appointment. Your Board recommends his re-
Mr. Jawahar Lal Goel, the Managing Director of the Company was elevated
as the Chairman of the Company with effect from October 27, 2015,
consequent to resignation of Dr. Subhash Chandra as Chairman and
Non-Executive Promoter Director.
During the tenure of Mr. Goel as Managing Director, the Company has
continuously maintained strong growth in terms of revenue as well as
continued its stronghold on the Direct To Home (DTH) market share.
Under the leadership of Mr. Goel, the Company became the First DTH
operator of this Country to become Profitable. The Company has made
considerable progress in all the spheres and has achieved tremendous
growth and acquired goodwill and reputation in the business. Mr. Goel
has spearheaded the organization with strong zeal and commitment
despite strong competitive intensity, rise of digital cable network,
regulatory challenges and technological upheavals.
Mr. Goel has led your Company in a highly competitive and volatile
market to not just consolidate its market leadership but also is
shaping the future of your Company into a modern, technology &
innovation- driven organisation.
As on March 31, 2016, your Board comprises of 7 Directors including 5
Independent Directors. The Company recognizes and embraces the
importance of a diverse Board in its success. The Board has also
adopted the Board Diversity Policy.
The Board met six times during the Financial Year, the details of which
are given in the Corporate Governance Report which forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013 and Listing
Declaration by Independent Directors
Independent Directors of the Company provide declarations, both at the
time of appointment and annually, confirming that they meet the
criteria of independence as prescribed under Companies Act, 2013 and
the Listing Regulations.
Key Managerial Personnel
During the year under review, Mr. Rajagopal Chakravarthi Venkateish,
Chief Executive Officer, Key Managerial Personnel of the Company,
resigned from the Company from the close of business hours of October
31, 2015. Your Board places on record its appreciation for the
contributions made by Mr. Venkateish. Based on the recommendations by
the Nomination and Remuneration Committee, your Board appointed Mr.
Arun Kumar Kapoor as the Chief Executive Officer of the Company with
effect from November 23, 2015.
In compliance with the requirements of Section 203 of the Companies
Act, 2013, Mr. Jawahar Lal Goel, Managing Director and Chairman, Mr.
Arun Kumar Kapoor, Chief Executive Officer, Mr. Rajeev Kumar Dalmia,
Chief Financial Officer and Mr. Ranjit Singh, Company Secretary of the
Company are Key Managerial Personnel of the Company.
The Independent Directors of your Company, in a separate meeting held
without presence of other Directors and management, evaluated the
performance of the Chairman & Managing Director and other Non-
Independent Directors along with performance of the Board/Board
Committees based on various criteria recommended by Nomination &
Remuneration Committee. A report on such evaluation done by the
Independent Directors was taken on record by the Board and further your
Board, in compliance with requirements of Companies Act, 2013,
evaluated performance of all Independent Directors based on various
parameters including attendance, contribution etc.
Policy on Directors''appointment and remuneration
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the ''Nomination & Remuneration Committee''(NRC Committee) of
your Board had fixed the criteria for nominating a person on the Board
which inter alia include desired size and composition of the Board, age
limit, qualification/experience, areas of expertise and independence of
individual. The Committee had also approved in-principle that the
initial term of an Independent Director shall not exceed 3 years. Your
Company has also adopted a Nomination, Appointment, Remuneration and
Training Policy, salient features whereof is annexed to this report.
Further, pursuant to provisions of the Act, the NRC Committee of your
Board has formulated the Remuneration Policy for the appointment and
determination of remuneration of the Directors, Key Management
Personnel, Senior Management and other Employees of your Company. The
NRC Committee has also developed the criteria for determining the
qualifications, positive attributes and independence of Directors and
for making payments to Executive Directors of the Company.
The NRC Committee takes into consideration the best remuneration
practices in the industry while fixing appropriate remuneration
packages and for administering the long-term incentive plans, such as
ESOPs. Further, the compensation package of the Directors, Key
Management Personnel, Senior Management and other employees are
designed based on the set of principles enumerated in the said policy.
Your Directors affirm that the remuneration paid to the Directors, Key
Management Personnel, Senior Management and other employees is as per
the Remuneration Policy of your Company.
Familiarisation Programme for Independent Directors
During the year under review, to familiarize the Directors with
strategy, operations and functions of the Company, the senior
managerial personnel made presentations about Company''s strategy,
operations, product offering, market, technology, facilities and risk
management. The Directors were also provided with relevant documents,
reports and internal policies to enable them to familiarise with your
Company''s procedures and practices, from time to time, besides regular
briefing by the members of the senior leadership team.
Also the Board including all Independent Directors were given a
detailed presentation on February 3, 2016 by S. R. Batliboi & Co. LLP
on the various aspects of Companies Act, 2013, Roles and
responsibilities of Directors, road map and key issues of Ind-AS and
Income Computation disclosure standards.
Further, at the time of appointment of an Independent Director, the
Company issues a formal letter of appointment outlining their duties
and responsibilities as a Director.
Detail of familiarisation program organized for Independent Directors
during FY under review form part of Corporate Governance Report annexed
hereto and are also posted on the Company''s website, www.dishtv. in
and can be viewed on the following link: http://www.
Committees of the Board
Currently, the Board has seven standing committees viz. Audit
Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, Stakeholders''Relationship Committee, ESOP
Allotment Committee, Finance Committee and Cost evaluation and
rationalization committee. The Audit Committee of the Board comprises
of 3 (Three) members, all being Independent Directors, with Mr. B.D.
Narang, Non-Executive Independent Director, as its Chairman and Mr.
Arun Duggal and Mr. Lakshmi Chand as the members of the Audit
Committee. During year under review, all recommendations of the Audit
Committee were accepted by the Board of Directors of the Company.
Details of the constitution of these Committees, which are in
accordance with regulatory requirements, have been uploaded on the
website of the Company viz. www.dishtv.in. A detailed note on the
Board and its Committees is provided under the Report on Corporate
The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to
provide opportunity to Directors/ Employees/Stakeholders of the Company
to report concerns about unethical behavior, actual or suspected fraud
of any Director and/or Employee of the Company or any violation of the
Code of Conduct. Further during the year under review, no case was
reported under the Vigil Mechanism.
At the 26th Annual General Meeting of the Company held on September 29,
2014, Walker Chandiok & Co. LLP, Chartered Accountants, Gurgaon, having
Registration No. 001076N/N-500013 were appointed as the Statutory
Auditors of the Company to hold office till the conclusion of the 29th
Annual General Meeting. In terms of the first proviso to Section 139 of
the Companies Act, 2013, the appointment of the Auditors shall be
placed for ratification at every Annual General Meeting. Accordingly,
the appointment of Walker Chandiok & Co. LLP, Chartered Accountants,
as Statutory Auditors of the Company, is placed for ratification by the
Shareholders. In this regard, the Company has received an eligibility
certificate from the Statutory Auditors to the effect that the
ratification of their appointment, would be in accordance with Sections
139 and 141 of the Act.
Your Board is of the opinion that continuation of Walker Chandiok & Co.
LLP, Chartered Accountants, as Statutory Auditors during and for
certifying the financial statements for FY 2016-17, will be in the best
interests of the Company and therefore Members are requested to
consider the ratification of their appointment as Statutory Auditors of
the Company for signing financial statements and issue reports for the
period ending March 31, 2017. The ratification proposed is within the
time frame for transition as provided under the third proviso to
sub-section (2) of Section 139 of Companies Act 2013.
During the year, the Board re-appointed Mr. Jayant Gupta, Practicing
Company Secretary, proprietor of M/s Jayant Gupta & Associates, Company
Secretaries as the Secretarial Auditor of the Company for conducting
the Secretarial Audit for the financial year 2015-16. The Secretarial
Audit was carried out in compliance with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The reports of Statutory Auditor and Secretarial Auditor forming part
of this Annual report do not contain any qualification, reservation or
adverse remarks. During the year the Statutory Auditors have not
reported any matter under Section 143 (12) of the Act, therefore no
detail is required to be disclosed under the applicable provisions of
i. Particulars of Loans, guarantees and investments: Particulars of
Loans, guarantees and investments made by the Company required under
Section 186(4) of the Companies Act, 2013 are contained in Note No. 49
to the Standalone Financial Statement.
ii. Borrowings and Debt Servicing: During the year under review, your
Company has met all its obligations towards repayment of principal and
interest on loans availed.
iii. Transactions with Related Parties: None of the transactions with
related parties fall under the scope of Section 188(1) of the Act. All
Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm''s Length basis. No Material Related
Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial
statements, were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
iv. Deposits: Your Company has not accepted any public deposit under
Chapter V of the Companies Act, 2013.
v. Extract of Annual Return: The extract of Annual return in form MGT-9
as required under Section 92(3) of the Act read with Companies
(Management & Administration) Rules, 2014 is annexed to this report.
vi. Sexual Harassment: The Company has zero tolerance for Sexual
Harassment at workplace and has adopted a Policy on prevention of
Sexual Harassment in line with the provisions of ''The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redresssal) Act,
2013''and the Rules made thereunder. There was no complaint on sexual
harassment during the year under review.
vii. Regulatory Orders: No significant or material orders were passed
by the regulators or courts or tribunals which impact the going concern
status and Company''s operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
Your Company is in the business of providing Direct- to- Home (''DTH'')
services. Since the said activity does not involve any manufacturing
activity, most of the Information required to be provided under Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, are not applicable.
However the information, as applicable, are given hereunder:
Conservation of Energy:
Your Company, being a service provider, requires minimal energy
consumption and every endeavor is made to ensure optimal use of energy,
avoid wastages and conserve energy as far as possible.
In its endeavor to deliver the best to its viewers and business
partners, your Company is constantly active in harnessing and tapping
the latest and best technology in the industry.
Foreign Exchange Earnings and Outgo:
Particulars of foreign currency earnings and outgo during the year are
given in Note No. 29, 30 and 31 to the notes to the Accounts forming
part of the Annual Accounts.
HUMAN RESOURCE MANAGEMENT
Your Company has been successful in attracting best of the talent from
industry and academic institutions and has been successful in retaining
them. We hire for talent, passion and right attitude through latest
recruitment and selection practices. We have established our reputation
for being a vibrant learning organization driven by passion. We provide
conducive and healthy climate with values of openness, enthusiasm,
experimentation and collaboration. We deploy quality HR services to
attract, develop, motivate and retain a diverse workforce with
supportive work environment.The Company is committed to nurturing,
enhancing and retaining talent through superior learning & Organization
Long-term development of human capital and strategic deployment of
retention tools is at the core of your Company''s strategy. Your Company
believes that committed employees are vital for the sustained growth of
the Company. The Company takes pride in the commitment, competence and
dedication shown by its employees in all areas of business. Your
Company has established policies and procedures to discover and use the
employees''capabilities and potential to increase their commitment and
contribution to the overall organization.
The Company has a robust appraisal system based on MBO (Management by
Objectives) philosophy following a top down approach and open
performance discussions. We encourage meritocracy and reward
excellence in performance. The employees display highest level of
business integrity and ethics in their business conduct.
Your Directors place on record their appreciation for the significant
contribution made by all employees, whothrough their competence,
dedication, hard work, co-operation and support have enabled the
Company to cross new milestones on a continual basis.
PARTICULARS OF EMPLOYEES
As on March 31, 2016, the total numbers of employees on the records of
the Company were 388. The information required under Section 197 of the
Companies Act, 2013 (''Act'') read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, along with statement
showing names and other particulars of the employees drawing
remuneration in excess of the limits prescribed under the said rules is
annexed to this report.
In terms of and pursuant to Section 134 of the Companies Act, 2013, as
amended from time to time, in relation to the Annual Financial
Statements for the Financial Year 2015-16, your Directors confirm the
a) The Financial Statements of the Company - comprising of the Balance
Sheet as at March 31, 2016 and the Statement of Profit & Loss for the
year ended on that date, have been prepared on a going concern basis
following applicable accounting standards and that no material
departures have been made from the same;
b) Accounting policies selected were applied consistently and the
judgments and estimates related to the financial statements have been
made on a prudent and reasonable basis, so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2016, and,
of the profit of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Act, to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) Requisite internal financial controls were laid down and that such
financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with standard
operating procedures and which ensures that all the assets of the
Company are safeguarded and protected against any loss and that all the
transactions are properly authorized and recorded. The Company has
laid down procedures to inform audit committee and board about the risk
assessment and mitigation procedures, to ensure that the management
controls risk through means of a properly defined framework. The
internal control systems of your Company ensures that all assets are
safeguarded and protected against loss from unauthorized use or
disposition and those transactions are authorized, recorded and
Your Company has in place adequate internal financial controls with
reference to financial statements. Based on internal financial control
framework and compliance systems established in the Company, the work
performed by statutory, internal and secretarial auditors and reviews
performed by the management and/or relevant Audit and other Committees
of the Board, your Board is of the opinion that the Company''s internal
financial controls were adequate and effective during the financial
year 2015-16. During the year, no reportable material weakness in the
design or operation was observed.
Properly documented policies, guidelines and procedures are laid down
for this purpose. The internal control system has been designed to
ensure that the financial and other records are reliable for preparing
financial and other statements and for maintaining accountability of
The Company also has an Audit Committee, presently comprising of 3
(three) Non-Executive professionally qualified Directors, who interact
with the Statutory Auditors, Internal Auditors and Auditees in dealing
with matters within its terms of reference. The Committee inter alia
deals with accounting matters, financial reporting and internal
controls which also periodically reviews the Risk Management Process.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (''the PIT
Regulations'') on prevention of insider trading, your Company had
instituted a comprehensive Code of Conduct for regulating, monitoring
and reporting of trading by Insiders. The said Code lays down
guidelines, which advise Insiders on the procedures to be followed and
disclosures to be made in dealing with the shares of the Company and
cautions them on consequences of non-compliances.
Your Company has further put in place a Code of practices and
procedures of fair disclosures of unpublished price sensitive
information. Both the aforesaid Codes are in line with the PIT
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report (''BRR'') has been prepared and forms
part of the Annual Report as Annexure. The Report provides an overview
of initiatives taken by your Company.
ICRA Limited, a Credit rating agency, has during the year under review
assigned ICRAA (ICRA A plus) rating for the Loan Term Loans and ICRAA
/ ICRAA1 long-term/ short-term interchangeable bank facilities of
Company''s wholly owned subsidiary viz. Dish Infra Services Private
Limited. Instruments with this rating are considered to have very
strong degree of safety regarding timely payment of financial
obligations. Such instruments carry lower credit risk.
CARE (Credit Analysis and Research Limited), a Credit rating agency has
enhanced the rating of Long- Term/ Short Term Bank Facilities of the
Company to CARE A (SO) /A1 (SO). Instruments with this rating are
considered to have very strong degree of safety regarding timely
payment of financial obligations. Such instruments carry lower credit
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain at the leadership position
in the industry. It has taken various steps to improve productivity
across the organization.
Statements in this Report, particularly those which relate to
Management Discussion and Analysis, describing the Company''s
objectives, projections, estimates and expectations, may constitute
''forward looking statements''within the meaning of applicable laws and
regulations and actual results might differ.
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
support extended by the Central and State Governments, the Ministry of
Information and Broadcasting (''MIB''), the Department of
Telecommunication (''DOT''), Ministry of Finance, the Telecom Regulatory
Authority of India (''TRAI''), the Stock Exchanges - and other
stakeholders including employees, subscribers, vendors, bankers,
investors, service providers as well as other regulatory and government
Your Board also takes this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
For and on behalf of the Board
Jawahar Lal Goel Arun Duggal
Managing Director Independent Director
DIN: 00076462 DIN: 00024262
Date: August 12, 2016